Kraft 2014 Annual Report Download - page 96

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defined below) or as a result of the Participant's death, or the Participant terminates his or her own employmen
t
other than for Good Reason, the Participant shall not be entitled to Separation Benefits under the Plan, regardless
of the occurrence of a Change in Control.
3.3. Separation Benefits. If a Participant's employment is terminated under the circumstances set forth in Section 3.2(a)
entitling the Participant to Separation Benefits, and if the Participant signs a Non-Competition Agreement and a Non-
Solicitation Agreement, the Company shall pay or provide, as the case may be, to the Participant the amounts an
benefits set forth in items (a) through (e) below (the “Separation Benefits”):
(i)
A termination for “Cause” shall have occurred where a Participant is terminated because of:
a.
Continued failure to substantially perform the Participant's job's duties (other than resulting from
incapacity due to disability);
b.
Gross negligence, dishonesty, or violation of any reasonable rule or regulation of the Company or the
Employer where the violation results in significant damage to the Company or the Employer; or
c.
Engaging in other conduct which adversely reflects on the Company or the Employer in any material
respect.
(ii) A termination upon Disability shall have occurred where a Participant is absent from the Participant's
duties with the Employer on a full-time basis for 180 consecutive days as a result of incapacity due to
mental or physical illness which is determined to be total and permanent by a physician selected by the
Company or its insurers and acceptable to the Participant or the Participant's legal representative. In such
event, the Participant's employment with the Employer shall terminate effective on the 30th day afte
r
receipt of such notice by the Participant (the “Disability Effective Date”),
p
rovided that, within the 30 days
after such receipt, the Participant shall not have returned to full-time performance of the Participant's
duties.
(c)
N
otice of termination. Any termination of employment initiated by the Employer for Cause, or by the Participan
t
for Good Reason, shall be communicated by a Notice of Termination to the other party. For purposes of this Plan,
a “Notice of Termination” means a written notice which (i) indicates the specific termination provision in this Plan
relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to
p
rovide a basis for termination of the Participant's employment under the provision so indicated, and (iii) specifies
the date upon which the Participant's termination of employment is expected to occur (which date shall be no
t
more than 30 days after the giving of such notice), provided, however, that such specified date shall not be
considered the Date of Termination for any purpose of this Plan if such date differs from the Participant's actual
Date of Termination. The failure by the Participant or the Employer to set forth in the Notice of Termination any
fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the
Participant or the Employer, respectively, hereunder or preclude the Participant or the Employer, respectively,
from asserting such fact or circumstance in enforcing the Participant's or the Employer's rights hereunder.
(a)
The Employer shall pay to the Participant, in a lump sum in cash within 30 days after the Date of Termination (or,
if later, 30 days after the date of the Change in Control), or on such later date as required under Section 3.3(g), the
sum of (A) the Participant's Annual Base Salary through the Date of Termination to the extent not theretofore
p
aid, (B) the product of (x) the Participant's Annual Incentive Award Target and (y) a fraction, the numerator o
f
which is the number of days in the current fiscal year through the Date of Termination and the denominator o
f
which is 365, (C) the product of (x) the Participant's Long-Term Incentive Award Target and (y) a fraction, the
numerator of which is the number of days completed in the applicable performance cycle through the Date o
f
Termination and